| FORM 4 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940 |
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| Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b). | |||||||||||||||||
1. Name and Address of Reporting Person*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
CARNIVAL CORP [ CCL ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 08/01/2003 | ||||||||||||||||||||||||||
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4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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| 1. Title of Security (Instr. 3) | 2. Transaction Date (Month/Day/Year) | 2A. Deemed Execution Date, if any (Month/Day/Year) | 3. Transaction Code (Instr. 8) | 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) | 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) | 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 7. Nature of Indirect Beneficial Ownership (Instr. 4) | |||
| Code | V | Amount | (A) or (D) | Price | ||||||
| Common Stock, par value $0.01 per share | 08/01/2003 | A(1) | 40,000 | A | $0 | 201,449.6048 | D | |||
| Common Stock, par value $0.01 per share | 08/01/2003 | G(2) | 200,000 | D | $0 | 1,449.6048(3) | D | |||
| Common Stock, par value $0.01 per share | 08/01/2003 | G | 200,000 | A | $0 | 461,622.3869 | I | By Dickinson Enterprises, Limited Partnership | ||
| Common Stock, par value $0.01 per share | 08/01/2003 | S | 57,071 | D | $34.2458(7) | 404,551.3869(4)(5) | I | By Dickinson Enterprises Limited Partnership | ||
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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| 1. Title of Derivative Security (Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) | 4. Transaction Code (Instr. 8) | 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) | 6. Date Exercisable and Expiration Date (Month/Day/Year) | 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) | 8. Price of Derivative Security (Instr. 5) | 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) | 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 11. Nature of Indirect Beneficial Ownership (Instr. 4) | ||||
| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
| Stock Option - Right to Buy | $34.25 | 08/01/2003 | A | 80,000 | 08/01/2004(6) | 08/01/2013 | Common Stock, par value $0.01 per share | 80,000 | $0 | 624,000 | D | ||||
| Explanation of Responses: |
| 1. Grant of restricted common stock pursuant to the Amended and Restated 2002 Stock Plan (the "2002 Plan"), an Executive Long-Term Compensation Agreement dated January 16, 1998 (the "Agreement") and a Restricted Stock Agreement (a "Restricted Agreement") dated August 1, 2003 pursuant to which the reporting person obtains non-forfeitable rights to 40,000 shares on 8/1/08. These shares are subject to the forfeiture provisions of the 2002 Plan, the Agreement and the Restricted Agreement and the transferability restrictions set forth therein. |
| 2. Transfer of restricted shares to the Dickinson Enterprises Limited Partnership. |
| 3. Includes 7.0062 shares acquired pursuant to the terms of a dividend reinvestment feature of the Company's Employee Stock Purchase Plan. |
| 4. 200,000 of these shares were granted under the terms of the 1993 Restricted Stock Plan (the "1993 Plan"), the 2002 Plan and an Executive Long-Term Compensation Agreement dated January 16, 1998 (the "Agreement") pursuant to which the reporting person obtains non-forfeitable rights to 40,000 shares on each of 8/1/04, 8/1/05, 8/1/06, 8/1/07 and 8/1/08. These shares are subject to the forfeiture provisions of the 1993 Plan and the Agreement and the transferability restrictions set forth therein. |
| 5. 160,000 of these shares were granted under the terms of the 2002 Plan, the Agreement and the Restricted Agreement dated April 17, 2003 pursuant to which the reporting person obtains non-forfeitable rights to the shares in equal amounts on each of 4/17/04, 4/17/05, 4/17/06, 4/17/07 and 4/17/08. These shares are subject to the forfeiture provisions of the 2002 Plan, the Agreement and the Restricted Agreement and the transferability restrictions set forth therein. |
| 6. The options become exercisable in five equal annual installments on the anniversary of the grant date specified in column 3. |
| 7. Represents an average price per share sold. The actual prices are 20,000 at $34.22; 1,000 at $34.25; 19,000 at $34.24; 700 at $34.28; 9,300 at $34.27; and 7,017 at $34.30. |
| Remarks: |
| Robert H. Dickinson | 08/01/2003 | |
| ** Signature of Reporting Person | Date | |
| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | ||
| * If the form is filed by more than one reporting person, see Instruction 4 (b)(v). | ||
| ** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). | ||
| Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. | ||